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Additional Explanations
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Regarding our material event disclosure dated June 25, 2025, the Board of Directors resolution regarding the "Merger via Facilitated Procedure" with our wholly-owned subsidiary, Artel Bilişim Servisleri A.Ş. ("Artel"), has been updated by the Board of Directors resolution dated August 22, 2025, to proceed with the merger based on the financial statements dated June 30, 2025, as follows:
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To merge Artel Bilişim Servisleri A.Ş. ("Artel"), our Company's 100% subsidiary registered in İstanbul Trade Registry with the registration number 1033767, with and into our Company via facilitated procedure by being taken over by our Company with all its assets and liabilities, to prepare the merger agreement and other relevant documents for this purpose,
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To carry out the merger transaction on the basis of the financial statements of the party companies dated 30 June 2025.
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Pursuant to Article 13 of the Communiqué, since the merger will be carried out with the facilitated procedure, not to prepare the Board of Directors' report required by Article 147 of the TCC, not to prepare the independent audit report and the merger report pursuant to Article 13/2 of the Communiqué, and not to obtain expert opinion,
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Pursuant to the provisions of Article 24 of the CML and Article 15/ç of the CMB's Communiqué No. II-23.3 on "Significant Transactions and the Right to Detachment", the "Right to Detachment" will not arise for our shareholders,
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The capital of our Company will not be increased due to the merger,
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The merger is authorized pursuant to subparagraph (ç) of Article 19 of the Regulation on Authorisation of the Electronic Communications Sector with the Information and Communication Technologies Authority ("ICTA") Board Decision ("ICTA Board Decision") dated 29.04.2025 and numbered 2025/YK-YED/115. In accordance with the Communiqué, to prepare the announcement text, merger agreement and other information and documents required for the applications regarding the merger transaction stipulated by the Communiqué and to apply to the CMB for the approval of the announcement text,
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Following the approval of the Capital Market Board for the merger transaction, to submit the merger agreement to be signed between the parties to the approval of the Board of Directors without the approval of the general assembly.
An application regarding the "Merger via Facilitated Procedure" transaction with our subsidiary Artel was submitted with the Capital Markets Board on September 16, 2025
Note: The announcement text and merger agreement submitted for the CMB approval are available in Turkish on our website.
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